ThredUp CEO Reports RSU Vesting; Shares Withheld at $10.82

Rhea-AI Filing Summary

ThredUp Inc. director and Chief Executive Officer James G. Reinhart reported multiple transactions on Form 4 dated 09/01/2025 showing vesting and related withholding of restricted stock units (RSUs) and resulting changes in his Class A common stock holdings. Several RSU vesting events were recorded as acquisitions (code M) totaling 385,847 RSUs delivered (107,514; 166,666; 111,667) and reflected as acquired at $0 per share because they represent vested awards. To satisfy tax withholding on vesting, the issuer withheld shares in several sell-to-cover transactions (code F(1)) totalling 252,239 shares sold at $10.82 per share. After these transactions the reporting person’s direct beneficial ownership in Class A common stock is reported at varying totals across lines, with the largest consolidated count of 2,224,196 shares referenced in Table II as underlying vested RSUs converted to Class A shares.

The filings include grant histories explaining the RSU schedules: grants on 02/15/2023 (1,290,168 RSUs), 02/26/2024 (2,000,000 RSUs), and 01/09/2025 (1,340,000 RSUs), each vesting in twelve equal quarterly installments conditioned on continued service. The Form 4 is signed by an attorney-in-fact and discloses only the transactions and vesting mechanics; it contains no earnings, forward guidance, or other corporate developments.

Insights

Securities Analyst

TL;DR: Routine officer RSU vesting with sell-to-cover withholding; no new substantive corporate events disclosed.

The Form 4 shows scheduled vesting of previously granted RSUs and corresponding sell-to-cover share withholdings at $10.82 per share to satisfy tax obligations. These are administrative equity-compensation transactions rather than open-market purchases or strategic dispositions. Reported direct beneficial ownership and the underlying RSU grant schedules are useful for tracking executive equity alignment and dilution timing, but the filing does not present material changes to capital structure beyond normal compensation activity.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting requirements; vesting follows previously disclosed schedules.

The submission documents multiple vesting events tied to three historical RSU grants with quarterly vesting schedules and shows the issuer withheld shares to cover taxes via F(1) transactions. From a governance perspective, this disclosure provides transparency about insider compensation realization and tax-equalizing mechanisms. There are no indications of unusual trading codes or deviations from the stated grant terms in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reinhart James G.

(Last) (First) (Middle)

C/O THREDUP INC.

969 BROADWAY, SUITE 200

(Street)

OAKLAND CA 94607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		M		107,514	A	$0	871,278	D
Class A Common Stock	09/01/2025		F(1)		54,596	D	$10.82	816,682	D
Class A Common Stock	09/01/2025		M		166,666	A	$0	983,348	D
Class A Common Stock	09/01/2025		F(1)		84,633	D	$10.82	898,715	D
Class A Common Stock	09/01/2025		M		111,667	A	$0	1,010,382	D
Class A Common Stock	09/01/2025		F(1)		56,705	D	$10.82	953,677	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/01/2025		M			107,514	(3)	(3)	Class A Common Stock	107,514	$0	2,224,196	D
Restricted Stock Units	(2)	09/01/2025		M			166,666	(4)	(4)	Class A Common Stock	166,666	$0	2,057,530	D
Restricted Stock Units	(2)	09/01/2025		M			111,667	(5)	(5)	Class A Common Stock	111,667	$0	1,945,863	D

Explanation of Responses:

1. Represents shares of Class A Common Stock that were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. On February 15, 2023, the Reporting Person was granted 1,290,168 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

4. On February 26, 2024, the Reporting Person was granted 2,000,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

5. On January 9, 2025, the Reporting Person was granted 1,340,000 RSUs, vesting in twelve equal quarterly installments on June 1, September 1, December 1 and March 1 until fully vested, subject to the Reporting Person's continued service to the Issuer on each such date.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did TDUP insider James Reinhart report on the Form 4 filed 09/03/2025?

The Form 4 reports RSU vesting (transaction code M) resulting in acquisitions of 107,514, 166,666, and 111,667 Class A shares and sell-to-cover withholdings (code F(1)) of 54,596, 84,633, and 56,705 shares sold at $10.82 per share.

How many RSUs were granted to James Reinhart that underpin these vesting events?

The filing references three prior RSU grants: 1,290,168 RSUs on 02/15/2023, 2,000,000 RSUs on 02/26/2024, and 1,340,000 RSUs on 01/09/2025, each vesting in twelve equal quarterly installments.

Why were shares disposed of in the Form 4 transactions?

Shares were withheld and sold to satisfy tax withholding obligations in connection with the vesting of RSUs, as stated in the filing.

What is the reported ownership form and where are underlying shares recorded?

All reported vested RSU conversions and resulting Class A shares are shown as Direct (D) beneficial ownership. Table II shows underlying Class A shares from vested RSUs with aggregate counts (for example, 107,514 underlying shares listed).

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by Alon Rotem, Attorney-in-Fact on 09/03/2025.